1 Mar 2016 10:26
B.S.D. CROWN LTD - Company UpdateB.S.D. CROWN LTD - Company Update
PR Newswire
London, March 1
BSD Crown Ltd. (LSE: BSD)
(the “Company”)
Company Update
Ramat Gan, 01 March 2016
The Company hereby announces that on 3 February 2016, it received a request from Rotenstreich Gitzelter Trust Company Ltd (the “Trustee”) to convene an extraordinary general meeting of shareholders of the Company in order to remove the directors of the Company (other than Mr Zvi Shur) and replace such directors with nominees of the Trustee. So far as the Company is aware, the Trustee holds 10,278,451 shares in the Company (representing approximately 9.34 percent of the issued share capital of the Company) (the "Secured Shares") on trust for the Naftali Shani Group ("NSG"), amongst others, as a security in connection with a share purchase agreement entered into by Israel 18 (the indirect controlling shareholder of the Company) relating to the acquisition by it of shares in BSD.
The Company has considered the validity of such request with its advisers and notes the following:
The Trustee asserts that ownership of (and control of the voting rights with respect to) the Secured Shares has transferred to NSG and therefore the Trustee is entitled to call for an extraordinary general meeting of the shareholders of the Company for the purposes set out above. The Company has been informed by Israel 18’s legal counsel that Israel 18 rejects this assertion and that since the Trustee and/or NSG have not become the owners of the Secured Shares, they have no right to call for an extraordinary general meeting of the shareholders of the Company. Israel 18 referred to a similar request made by the Trustee regarding B.G.I Investments (1961) Ltd. (as referenced in the Company announcement of 29 December 2015) in which Israel 18 received the expert opinion of a leading expert in Israel pledge law (the "Expert"). Israel 18’s position, based on the opinion received from the Expert that NSG is a secured creditor, is that NSG cannot ask the board of the Company to call for a general meeting of the shareholders of the Company for the purpose of replacing its board of directors absent it having asserted its right to realise its security as secured creditor with respect to the Secured Shares.In light of the dispute between NSG and Israel 18, the Board of the Company has resolved not to take any further action at this time whilst such dispute remains outstanding and the request to convene an extraordinary general meeting of the Company cannot be validated. As a matter of course, the Company and the board will comply with any competent judicial decision with regard to this matter.
The Company will provide further updates, as required.
Enquiries:
Yossi Schneorson, CEO: yossi@bsd-c.com